Form 4: Taboola.com COO Sells Shares for Tax Obligations Under 10b5-1 Plan

Taboola.com Ltd.'s President and COO, Eldad Maniv, disposed of 8,179 ordinary shares at $3.75 each on July 1, 2025, to cover tax liabilities, as part of a pre-arranged 10b5-1 trading plan.

Summary

• Eldad Maniv, President and COO of Taboola.com Ltd. (TBLA), sold 8,179 ordinary shares.
• The transaction occurred on July 1, 2025, at a price of $3.75 per share.
• The sale was executed to satisfy tax obligations in both the United States and Israel, which have differing tax treatments for equity compensation.
• The disposition was conducted under a Rule 10b5-1 trading plan, which was adopted by Mr. Maniv on March 17, 2025.
• Following this transaction, Mr. Maniv beneficially owns 10,864,198 securities, including ordinary shares and various tranches of Restricted Stock Units (RSUs) vesting through 2029.
• A significant portion, 7,626,043 ordinary shares, were irrevocably conveyed to a trust for his spouse in November 2022, for which he disclaims beneficial ownership under Section 16, except for any indirect pecuniary interest or dispositive power.

Sentiment

Score: 6

Explanation: The document reports a routine insider transaction for tax purposes under a 10b5-1 plan. While an insider sale is technically a 'negative' in terms of direct ownership reduction, the reason (tax obligations) and the pre-planned nature (10b5-1) make it a neutral to slightly positive signal regarding transparency and compliance, rather than a reflection of management's view on future company performance. The significant remaining beneficial ownership also mitigates any strong negative sentiment.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and transparent transaction rather than an immediate reaction to market conditions.
• The transaction is for tax obligations, which is a common and often necessary reason for insider sales, not necessarily indicative of a lack of confidence in the company.

Negatives

• An insider sale, even for tax purposes, reduces the direct ownership stake of a key executive.

Risks

• Potential adverse tax consequences in Israel for net issuance mechanisms, which differ from customary U.S. practices, influencing the Reporting Person's tax obligations.

Future Outlook

The document primarily details a past transaction and current beneficial ownership, with future implications limited to the vesting schedules of various RSU tranches extending through 2029, subject to continued service for most, and additional time-based settlement conditions for some.

Management Comments

• The Reporting Person is subject to taxation in the United States and in Israel, which differ significantly in how they tax equity compensation. Among other differences, the use of a net issuance mechanism, while customary in the United States, may have adverse tax consequences in Israel. Due to these differences, the sales reported in this Form 4 were made in connection with the Reporting Person's tax obligations.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, common across all publicly traded companies. The sale for tax obligations, particularly given differing international tax laws, is a standard practice for executives receiving equity compensation. It does not provide specific insights into broader industry trends for the ad-tech or content discovery sector where Taboola operates, beyond the general practice of executive compensation and tax planning.

Comparison to Industry Standards

• The transaction itself, an insider sale for tax purposes under a 10b5-1 plan, is a common and accepted practice in corporate governance across industries.
• Companies like Google (Alphabet), Meta Platforms, and Amazon frequently see similar Form 4 filings from their executives for tax-related dispositions of equity compensation.
• The specific details of the RSU vesting schedules and the conveyance to a trust are standard mechanisms for executive compensation and estate planning, aligning with practices seen at comparable technology companies.

Related Party Transactions

• Conveyance of 7,626,043 ordinary shares to a trust for which the Reporting Person's spouse is the sole beneficiary in November 2022. The Reporting Person disclaims beneficial ownership for Section 16 purposes, except for indirect pecuniary interest or dispositive power.

Stakeholder Impact

• Shareholders: A minor dilution effect from the sale of shares, but the transaction is routine and tax-driven, not indicative of a change in company fundamentals. Transparency is maintained through the 10b5-1 plan disclosure.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• Continued vesting of 179,656 RSUs in equal quarterly installments through 2026.
• Continued vesting of 434,373 RSUs in equal quarterly installments through 2027, with subsequent time-based settlement.
• Continued vesting of 898,780 RSUs in equal quarterly installments through 2028, with subsequent time-based settlement.
• Continued vesting of 1,346,524 RSUs in equal quarterly installments through 2029, with subsequent time-based settlement.

Key Dates

Recommendation

Keywords

Taboola.com, TBLA, SEC Form 4, Insider Trading, Eldad Maniv, Share Sale, Tax Obligations, Rule 10b5-1, Restricted Stock Units, RSUs, Beneficial Ownership, Corporate Officer